Proxy Statement - Form DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

FREYR Battery, Inc.

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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check all boxes that apply):

April 29, 2024

Dear fellow stockholders,

On behalf of the Board of Directors (the "Board"), we are pleased to invite you to participate in FREYR Battery, Inc.'s ("FREYR") virtually hosted 2024 Annual Meeting of Stockholders, which will be held on June 13, 2024, at 12:00 p.m. Eastern Time.

We encourage you to review this Proxy Statement, which contains pertinent information for voting your shares and summarizes the Board's activities over the past year. This year's proxy statement punctuates our focus on corporate governance and executive compensation best practices, the ongoing execution of our adaptive strategy and business plan, FREYR's commitment to sustainability, and steadfast alignment with you, our stockholders.

Our vision for FREYR, which is to decarbonize the energy storage and transportation markets by producing sustainable, cost-competitivebatteries, continues to be our ultimate objective. To further the pursuit of this vision, the Board has overseen the evolution of our business strategy to expand across both the battery value chain and a diversified technology spectrum. We believe this path will enable the Company to build a resilient battery technology industrialization partner of choice approach that delivers fit-for-purposesolutions to our customers while maintaining commercial and strategic flexibility, as the industry develops, and the energy transition continues to accelerate in a challenging economic and geo-politicallandscape. The transition to a fully renewable energy future is ever more important and regionalized battery supply is expected to be the cornerstone of resilient energy systems.

Against this backdrop, the Board is committed to overseeing that the Company prudently manages capital while pursuing FREYR's ambitious growth objectives. This responsibility will be particularly critical as FREYR navigates the path towards gigafactory production, which is a highly capital-intensiveundertaking. The redomiciliation of FREYR from Luxembourg to the U.S., which was completed in January 2024, will, in our opinion, enhance FREYR's access to capital, simplify the corporate structure and align with the well-establishedprinciples of corporate governance under Delaware law.

Refreshing our Board's composition has also been a priority during FREYR's journey as a public company. In January 2023, we welcomed Dr. Dan Aremus Steingart, professor at Columbia University, to the Board. Dr. Steingart's deep technical expertise has been instrumental to the continued development of our differentiated technology strategy. In November 2023, we announced the appointment of Jessica Wirth Strine to the Board. Ms. Strine's background as an institutional investor in U.S. equities and extensive experience in governance and sustainability as the Co-Founderand CEO of an independent corporate advisory firm, brings valuable ESG expertise to the Board that will strengthen the Company in this area. On April 18, 2024, we also welcomed Mr. Todd Jason Kantor, Mr. Tore Ivar Slettemoen and Mr. David J. Manners as new directors to FREYR. These additions represent co-foundinginvestors in FREYR and a decorated former U.S. intelligence officer bringing decades of relevant experience in institutional energy sector investing as well as experience in public and government affairs, thereby significantly enhancing the Company's ability to deliver on our ambitious objectives.

We would also like to thank the departing directors Ms. Olaug Svarva, Ms. Mimi Berdal, Mr. Torstein Dale Sjotveit and Mr. Jason Forcier for their service on the Board. They all brought deep industry and governance expertise to our Board, and we wish them all the best in their future endeavors.

We are extremely excited about the path ahead for FREYR in 2024 and beyond. Our technology diversification strategy is expected to augment customer acquisition and reduce cost of capital, while attracting project level equity and debt investment interest to an accelerating number of opportunities. In the rapid energy transition, optionality and continuous ability to innovate and adapt will be key to achieving further success in the battery industry.

As our organization continues to grow and mature, the Board will remain committed to overseeing robust corporate governance with increasing focus on innovation, digitalization and diversification while ensuring that the Company maintains an extensive dialogue with you, our stockholders, and supporting management in the delivery of long-termstockholder value by executing a thoughtful, resolute and agile business strategy.

Thank you for your continued support,

Tom Einar Jensen
Executive Chair of the Board and Co-Founder

FREYR Battery, Inc.
6&8 East Court Square, Suite 300,
Newnan, Georgia 30263

April 29, 2024

Dear Stockholder,

You are cordially invited to attend FREYR Battery, Inc.'s 2024 Annual Meeting of Stockholders (the "Annual Meeting") on Thursday, June 13, 2024, at 12:00 p.m. Eastern Time, online at www.virtualshareholdermeeting.com/FREY2024.

The matters to be acted on at the Annual Meeting are described in the enclosed notice and proxy statement.

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this proxy statement to ensure that your vote will be represented at the Annual Meeting. To attend, vote, and submit questions at the Annual Meeting, please log in to www.proxyvote.com using the control number on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. You may revoke your proxy and reclaim your right to vote at any time prior to its use at the Annual Meeting. The proxy statement includes information on what you will need to do to attend the virtual Annual Meeting.

We look forward to seeing you at the Annual Meeting.

Sincerely,

FREYR Battery, Inc.
6&8 East Court Square, Suite 300,
Newnan, Georgia 30263

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 13, 2024

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You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of FREYR Battery, Inc. (the "Company," "FREYR," "we," "us" or "our"), to be held on Thursday, June 13, 2024, at 12:00 p.m. Eastern Time, online at www.virtualshareholdermeeting.com/FREY2024.

At the Annual Meeting, stockholders will be invited to consider and vote upon the following matters:

1. Election of nine directors to serve for a one-yearterm of office expiring at the 2025 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal;

2. Ratification of the appointment of PricewaterhouseCoopers AS as our independent registered public accounting firm for the year ending December 31, 2024;

3. Advisory vote on the compensation of our named executive officers, also known as the "say-on-pay" proposal;

4. Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers, also known as the "say-on-frequency" proposal;

5. Approval of the amendment and restatement of the FREYR Battery 2021 Equity Incentive Plan; and

6. Any other matter that properly comes before the Annual Meeting.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.

The board of directors has fixed the close of business on April 24, 2024, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination during ordinary business hours for 10 days prior to the Annual Meeting at our principal executive office at 6&8 East Court Square, Suite 300, Newnan, Georgia 30263. Your vote is very important to the Company and all proxies are being solicited by the board of directors. Therefore, whether or not you plan on attending the Annual Meeting, we encourage you to submit your proxy as soon as possible by (i) accessing the internet site www.proxyvote.com or by scanning the QR barcode in the proxy materials provided to you or (ii) signing, dating and returning a proxy card or instruction form provided to you. Internet voting will be available 24 hours a day, up until 11:59 p.m., Eastern Time on June 12, 2024.

April 29, 2024
Newnan, Georgia

TABLE OF CONTENTS

FREYR Battery, Inc.
6&8 East Court Square, Suite 300,
Newnan, Georgia 30263

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PROXY STATEMENT

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INFORMATION ABOUT THE ANNUAL MEETING AND PROXY MATERIALS

General

This proxy statement is furnished to stockholders of FREYR Battery, Inc., a Delaware corporation (the "Company" or "FREYR"), in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held on Thursday, June 13, 2024, at 12:00 p.m. Eastern Time, online at www.virtualshareholdermeeting.com/FREY2024. This solicitation of proxies is made on behalf of the Company's board of directors (the "Board").

On January 29, 2021, FREYR AS, a private limited liability company organized under the laws of Norway ("FREYR Legacy") and Alussa Energy Acquisition Corp., a Cayman Islands exempted company ("Alussa"), among others, entered into that certain Business Combination Agreement (the "BCA") to effect a merger between the companies (the "Business Combination"). FREYR Battery, a Luxembourg public limited liability company (société anonyme) ("FREYR Lux") was formed on January 20, 2021, to complete the Business Combination and to serve as the successor entity to FREYR Legacy, the predecessor entity. The merger was completed in multiple stages, pursuant to the terms of the BCA. On July 8, 2021, FREYR Lux's ordinary shares and warrants began trading on the New York Stock Exchange ("NYSE") and on July 9, 2021, FREYR Lux completed the Business Combination and FREYR Legacy and Alussa became wholly owned subsidiaries of FREYR Lux.

In 2023, FREYR Lux announced a process to redomicile from Luxembourg to the United States pursuant to an Agreement and Plan of Merger, dated as of October 13, 2023 (the "Merger Agreement") and the Common Draft Terms of Cross-BorderMerger (projet commun de fusion transfrontalière), (the "Cross-BorderMerger Agreement"), by and between FREYR Lux and FREYR. At its Extraordinary General Meeting of Shareholders held on December 15, 2023, the shareholders of FREYR Lux approved by the requisite majority the merger of FREYR Lux with and into FREYR, with FREYR as the surviving entity (the "Merger"). On December 31, 2023, FREYR Lux completed the Merger and redomiciliation pursuant to the terms of the Merger Agreement and Cross-BorderMerger Agreement and, as a result of the Merger, FREYR became the successor issuer to FREYR Lux.

For the purposes of this proxy statement, references to the "Company," "FREYR," "we," "our," "us" and similar terms mean, as of any time prior to the redomiciliation, FREYR Lux and, as of any time after the redomiciliation, FREYR, and where appropriate, their respective wholly owned subsidiaries.

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting to be Held on Thursday, June 13, 2024

Pursuant to the rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice Regarding the Internet Availability of Proxy Materials (the "Internet Notice") to certain of our stockholders of record. We are also sending a paper copy of the proxy materials and proxy card to other stockholders of record who have indicated they prefer receiving such materials in paper form. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Internet Notice. Such Internet Notice, or this proxy statement and proxy card or voting instruction form, as applicable, is being mailed to our stockholders on or about April 29, 2024. This proxy statement and our 2023 Annual Report are available free of charge at www.proxyvote.com.

Annual Meeting Proposals

You will be asked to vote on the following proposals at the Annual Meeting:

1. Election of nine directors to serve for a one-yearterm of office expiring at the 2025 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal;

2. Ratification of the appointment of PricewaterhouseCoopers AS as our independent registered public accounting firm for the year ending December 31, 2024;

3. Advisory vote on the compensation of our named executive officers ("NEOs"), also known as the "say-on-pay" proposal;

4. Advisory vote on the frequency of future advisory votes on the compensation of our NEOs, also known as the "say-on-frequency" proposal;

5. Approval of the amendment and restatement of the FREYR Battery 2021 Equity Incentive Plan, as currently amended and restated as of May 10, 2023 (the "2021 Equity Plan", as amended and restated, the "Amended Plan"); and

6. Any other matter that properly comes before the Annual Meeting.

Who Can Vote

At the close of business on April 24, 2024 (the "Record Date"), there were 139,705,234 shares of our common stock, par value $0.01 per share ("Common Stock"), outstanding. Each share of our Common Stock outstanding on the Record Date is entitled to one vote on each of the nine director nominees and one vote on each other matter. Your shares of Common Stock may be voted at the Annual Meeting, or any adjournment or postponement thereof, only if your shares are represented by a valid proxy or you are present in person at the Annual Meeting.

Voting by Stockholders of Record

If you are a stockholder of record (your shares are registered directly in your name with our transfer agent), you may vote by proxy via the internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials. If you receive printed copies of the proxy materials by mail, you may also vote by proxy via the internet or by mail by following the instructions provided on the proxy card. Stockholders of record who attend the Annual Meeting may vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/FREY2024, entering the applicable control number, and following the instructions on the Annual Meeting website.

Voting by Beneficial Owners (Holders in "Street Name")

If your shares are held in a stock brokerage account or by a bank, trust or other nominee (each, a "broker"), then you are not considered the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in "street name." Street name holders may vote by proxy by following the instructions provided in the Notice of Internet Availability of Proxy Materials, voting instruction form, or other materials provided to you by the broker that holds your shares. If you do not provide specific voting instructions to the nominee that holds your shares, such nominee will have the authority to vote your shares only with respect to the ratification of the selection of PricewaterhouseCoopers AS as our independent registered public accounting firm (such proposal is considered a "routine" matter under New York Stock Exchange ("NYSE") rules), and your shares will not be voted and will be considered "broker non-votes" with respect to the other proposals (such proposals are considered "non-routine" matters under NYSE rules). To vote during the Annual Meeting, you must obtain a legal proxy from the broker that holds your shares (see "Voting at the Annual Meeting").

Quorum

A quorum is required in order to hold and conduct business at the Annual Meeting. The holders of at least a majority of the Common Stock issued and outstanding and entitled to vote at the Annual Meeting as of the Record Date present in person or represented by proxy shall constitute a quorum.

If you submit your proxy, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. If your shares are held in "street name," your shares are counted as present for purposes of determining a quorum if your broker submits a proxy covering your shares. Your broker is entitled to submit a proxy covering your shares as to certain "routine" matters, even if you have not instructed your broker on how to vote on those matters. Please see below under "- Broker Non-Votes."

Deadline for Submitting Your Proxy on the Internet

Internet voting will close at 11:59 p.m., Eastern Time, on June 12, 2024. Stockholders who submit a proxy by internet need not return a proxy card or the voting instruction form forwarded by your broker by mail. YOUR VOTE IS VERY IMPORTANT. Please submit your vote in advance, even if you plan to attend the Annual Meeting.

Voting at the Annual Meeting

If you plan to attend the Annual Meeting, you may vote during the virtual meeting. Please note that if your shares are held in "street name" and you wish to vote during the meeting, you must obtain a proxy issued in your name from your broker, bank or other street name holder. Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy or voting instructions to vote your shares in advance of the Annual Meeting. Please see the important instructions and requirements below under "- Attendance at the Annual Meeting."

Changing Your Vote

As a stockholder of record, if you vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. Stockholders of record may revoke a proxy prior to the Annual Meeting by (i) delivering a written notice of revocation to the attention of the Corporate Secretary, FREYR Battery, Inc., at our principal executive office at 6&8 East Court Square, Suite 300, Newnan, Georgia 30263, (ii) duly submitting a later-datedproxy over the internet, by mail, or (iii) attending the Annual Meeting and voting during the meeting. Attendance at the Annual Meeting will not, by itself, revoke a proxy.

If your shares are held in the name of a broker, you may change your voting instructions by following the instructions of your broker.

If You Receive More Than One Proxy Card or Internet Notice

If you receive more than one proxy card or Internet Notice, it means you hold shares that are registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card or, if you submit a proxy by internet, submit one proxy for each proxy card or Internet Notice you receive.

How Your Shares Will Be Voted

Shares represented by proxies that are properly executed and returned, and not revoked, will be voted as specified. YOUR VOTE IS VERY IMPORTANT.

If You Do Not Specify How You Want Your Shares Voted

If you are the record holder of your shares and submit your proxy without specifying how your shares are to be voted, your shares will be voted as follows:

In addition, the proxy holders named in the proxy are authorized to vote at their discretion on any other matters that may properly come before the Annual Meeting and at any postponement or adjournment thereof. The Board knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this proxy statement.

Broker Non-Votes

A "broker non-vote" occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. If you hold your shares in street name and do not provide voting instructions to your broker, your shares will be considered to be broker non-votesand will not be voted on any proposal on which your broker does not have discretionary authority to vote. Shares that constitute broker non-voteswill be counted as present at the Annual Meeting for the purpose of determining a quorum, but will not be considered entitled to vote on the proposal in question. Brokers generally have discretionary authority to vote on the ratification of the selection of PricewaterhouseCoopers AS as our independent registered public accounting firm. Brokers do not have discretionary authority, however, to vote on director elections, the say-on-payproposal, the say-on-frequencyproposal or the approval of the amendment and restatement of the 2021 Equity Plan.

Votes Required

The following table summarizes the voting requirements and the effects of broker non-votesor abstentions on each of the proposals to be voted on at the Annual Meeting:

Inspector of Election

All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Solicitation of Proxies

We will bear the cost of soliciting proxies. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or other employees. No additional compensation will be paid to our directors, officers or other employees for such services. We also have engaged Okapi Partners LLC to assist us in solicitating proxies. We have agreed to pay Okapi Partners LLC a fee of $15,000 plusreimbursement of reasonable out-of-pocketexpenses and associated disbursements.

Attendance at the Annual Meeting

We are pleased to welcome stockholders to our Annual Meeting, which will be held in a virtual format only. You may attend the Annual Meeting, as well as vote and submit questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/FREY2024and logging in with the 16-digitcontrol number found in the Notice of Internet Availability, proxy card or voting instruction form. If you are a beneficial owner of shares, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number.

Online access to the webcast will open at approximately 15 minutes before the meeting begins to allow time for you to log-inand test your device's audio system. We encourage you to access the meeting in advance of the designated start time. If you encounter any difficulties accessing the virtual meeting during the check-inor meeting time, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/FREY2024.

PROPOSAL 1 - ELECTION OF DIRECTORS

Our Board has nominated each of the following nine persons to stand for election for a term expiring at the 2025 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal: Birger Steen, Tom Einar Jensen, Peter Matrai, Daniel Barcelo, Todd Jason Kantor, David J. Manners, Tore Ivar Slettemoen, Daniel Aremus Steingart and Jessica Wirth Strine. Each of the nominees has consented to serve as a director of the Board. Should any of the nominees become unable to serve for any reason prior to the Annual Meeting, the Board may designate a substitute nominee, in which event the persons named in the enclosed proxy will vote for the election of such substitute nominee, or may reduce the number of directors on the Board.

We have set forth below information regarding each person nominated to stand for election, including the specific experience, qualifications, attributes, or skills that led the Board to conclude that such person should serve as a director. Our Corporate Governance and Nominating Committee and the Board believe that the experience, qualifications, attributes, and skills of our Board nominees provide the Company with the ability to address the evolving needs of the Company and represent the best interests of our stockholders.

Tom Einar Jensen

Tom Einar Jensen, 53, has served as Executive Chair since August 2023 and director since May 2023. He previously served as CEO of FREYR from July 2021 to August 2023. Mr. Jensen was a co-founderof FREYR Legacy and served as FREYR Legacy's CEO from October 2018. Prior to and concurrently with FREYR Legacy, Mr. Jensen has served as co-founderand Partner of EDGE Global LLC since September 2017. Prior to EDGE Global LLC and FREYR Legacy, Mr. Jensen served in multiple positions, most recently as Partner and Senior Advisor, at SYSTEMIQ Ltd. From April 2016 to September 2017. Prior to SYSTEMIQ Ltd., Mr. Jensen was Executive Vice President Head at Joule Unlimited Technologies, Inc. ("Joule Unlimited") from April 2014 to March 2016. Prior to Joule Unlimited, Mr. Jensen was CEO at Agrinos AS from September 2009 to September 2013. Prior to Agrinos AS, Mr. Jensen held various positions in finance, strategy, and business development at Norsk Hydro. Mr. Jensen holds a M.Sc. in Finance and Economics from the Norwegian School of Economics. We believe Mr. Jensen is qualified to serve on the Board due to his in-depthknowledge of FREYR, its operations, and its mission and due to his extensive business, finance, strategy, and leadership experience.

Birger Steen

Birger Steen, 57, has served as director and CEO of FREYR since August 2023. Prior to joining FREYR, Mr. Steen served as Principal and then Thematic Partner at Summa Equity AB since 2019. He served as CEO of Parallels, Inc., a provider of cross-platformand virtual software solutions, from 2010 to 2016. He was Vice President of Worldwide SMB and Distribution at Microsoft Corp. (Nasdaq: MSFT) in Redmond and General Manager of Microsoft Russia and Microsoft Norway from 2002 to 2010. Prior to joining Microsoft, Mr. Steen was CEO of Scandinavia Online and Vice President of Business Development at Schibsted ASA (OSLO: SCHA), an international media group, where he first served as a consultant while at McKinsey & Company from 1993 to 1996. Mr. Steen received his Master of Science in Computer Science and Industrial Engineering from the Norwegian Institute of Technology in Trondheim. He also holds a degree in Russian language from the Defense School of Intelligence and Security in Oslo, Norway and received his MBA from Institut Européen d'Administration des Affaires (INSEAD) in France. Mr. Steen serves as chair of the Board of Directors of Nordic Semiconductor ASA. He has previously served as a Non-ExecutiveDirector of Nordea Bank Abp, Pagero AB, PragmatIC Semiconductor Ltd., Schibsted ASA, Skooler AS and Cognite AS. We believe Mr. Steen is qualified to serve on the Board due to his extensive business, finance, strategy, and leadership experience.

Peter Matrai

Peter Matrai, 51, has served as a director of FREYR since the consummation of the Business Combination. He previously served as a director of FREYR Legacy. Mr. Matrai joined FREYR Legacy's Board of Directors in June 2019. Prior to and concurrently with joining FREYR Legacy, Mr. Matrai has served as co-founderand Managing Partner at EDGE Global LLC, which offers scaling services to sustainability-focusedcompanies, since September 2017. Prior to EDGE Global LLC, Mr. Matrai was Senior Advisor at SYSTEMIQ Ltd. from May 2016 to September 2017. Prior to SYSTEMIQ Ltd., Mr. Matrai was Chief Financial Officer at Joule Unlimited from July 2015 to April 2016. Mr. Matrai has served on the Board of Directors of the not-for-profitHTTP Foundation since November 2004. Mr. Matrai holds a B.S. in Economics and M.Sc. in Finance from Budapest University of Economics, an M.Sc. in Financial Services and Banking Techniques from Université Panthéon- Assas and an M.B.A. from University of Chicago Booth School of Business. We believe Mr. Matrai is qualified to serve on the Board because of his experience licensing and commercializing emerging low-emissionsand disruptive technologies as well as his intimate familiarity with FREYR Legacy's business.

Daniel Barcelo

Deniel Barcelo, 54, has served as a director of FREYR since the consummation of the Business Combination. He is also the founder and CEO of Alussa Energy LLC. Prior to founding Alussa Energy in 2019, he was a Director of Research and Portfolio Manager at Moore Capital Management from 2008 to 2011 and an Equity Research Analyst with Lehman Brothers from 1998 to 2004, Bank of America from 2004 to 2008, and Managing Director and Head of Oil & Gas at Renaissance Capital in Moscow, Russia from 2011 to 2012. He has also served as Chief Financial Officer of Ruspetro plc in Russia from 2012 to 2014, Head of Corporate Finance of Lekoil Limited in Nigeria from 2015 to 2016 and co-founder, Director, and Chief Financial Officer of Invicti Terra Argentina Limited in Argentina from 2017 to 2019. Mr. Barcelo is a graduate of Syracuse University with a Bachelor of Science in Finance and is also a Chartered Financial Analyst® charter holder. We believe Mr. Barcelo is qualified to serve on the Board due to his extensive experience in international energy finance and emerging markets.

Todd Jason Kantor

Todd Jason Kantor, 45, has served as a director of FREYR since April 18, 2024. Mr. Kantor is the Founder and Managing Member of Encompass Capital Advisors, LLC, which he launched in 2012. He has nearly 25 years of experience in the global energy markets as a portfolio manager, analyst, trader, and investment banker. Mr. Kantor manages an alpha-drivenlong/short equity strategy focused on bottom-upfundamental analysis across the traditional energy and renewables sectors. Prior to founding Encompass Capital, he was a portfolio manager at Citadel LLC's PioneerPath Capital platform from May 2008 to January 2012, a senior research analyst at Touradji Capital, LP from May 2005 until May 2008, and a senior research analyst and equity trader at Solstice Equity Management from April 2002 until May 2005. Mr. Kantor has a B.B.A. degree, with a concentration in Finance, from the Goizueta Business School at Emory University. Mr. Kantor was recommended as a director nominee by a stockholder. We believe Mr. Kantor is qualified to serve on the Board because of his long leadership experience in finance and investment management, his deep knowledge of the energy industry and his experience in investing in energy transition and energy storage.

David J. Manners

David J. Manners, 69, has served as a director of FREYR since April 18, 2024. Mr. Manners is the Founder and Owner of the Decapolis Group LLC, an international consulting firm focused on global oil and gas and renewable energy projects. Prior to founding the Decapolis Group in 1999, he served for 20 years at the U.S. Central Intelligence Agency ("CIA"), which included multiple tours abroad and serving on two occasions as the CIA's Chief of Station. Separately, Mr. Manners has for many years provided analyses of global affairs and risks to leading U.S. investment banks, hedge funds, and private equity firms. Mr. Manners graduated with Merit from the United States Naval Academy with a B.S. in European Studies, and he holds an M.A. in Government from Georgetown University. Mr. Manners was recommended as a director nominee by a stockholder. We believe Mr. Manners is qualified to serve on the Board because of his deep experience and expertise in geopolitical, public and government affairs.

Tore Ivar Slettemoen

Tore Ivar Slettemoen, 66, has served as a director of FREYR since April 18, 2024. Mr. Slettemoen was the initiator and founder of FREYR Legacy. He served as a director on the board of FREYR Legacy and was a significant shareholder from its inception in 2018 until the listing on NYSE in July 2021. For the last 10 years, Mr. Slettemoen

has owned the Vanir group - a green industry developer engaged in developing utility scale companies in the green transition with activities within onshore wind power, offshore wind power, solar power, batteries, power systems, steel, DAC (direct air capture), LNG (liquid natural gas) and fertilizer companies. Mr. Slettemoen has served as CEO, director and chairman of a number of companies within the Vanir group over this period, and is currently chairman of Teknovekst AS and Vanir Schad AG and director of Vanir Green Industries 1 AS. Mr. Slettemoen has more than 40 years of experience in the energy and mechanical industries, and prior to Vanir, held roles ranging from apprentice/welder, engineer, technical manager, venture capital VP, CEO and chairman. He has broad experience with start-upsas well as major industrial companies, such as Saga Petroleum AS, Equinor ASA (then Statoil) and FMC. Mr. Slettemoen holds a MSc in Mechanical Engineering from Norwegian Institute of Technology and a Master of Management from Kellogg School of Management at Northwestern University in Chicago.

Mr. Slettemoen was appointed to the Board pursuant to that certain cooperation agreement, dated April 18, 2024, by and among the Company, Teknovekst Invest AS, Vanir Invest Holding AS, Teknovekst AS and Mr. Slettemoen (together with Teknovekst Invest AS, Vanir Invest Holding AS and Teknovekst AS, the "Investors"). See the Company's Form 8-Kfiled with the SEC on April 18, 2024 for additional information. We believe Mr. Slettemoen is qualified to serve on the Board because of his broad knowledge of and extensive experience within the energy and mechanical industries, and his familiarity with FREYR Legacy's business.

Daniel Aremus Steingart

Daniel Aremus Steingart, 46, has served as a director of FREYR since January 2023. Currently, he is the Stanley-ThompsonProfessor of Chemical Metallurgy at Columbia University in New York where he also serves as the Co-Directorof the Columbia Electrochemical Energy Center. Dr. Steingart has served as Advisor to Electra since 2020, co-founderof Liminal Insights Inc. since 2015 and Industry Advisor to Sila Nanotechnologies Inc. since 2016. Prior to joining Columbia University in 2019, he was an associate professor in Princeton's Department of Mechanical and Aerospace Engineering and the Andlinger Center for Energy and the Environment from 2013 to 2019. Earlier, he was an assistant professor in chemical engineering at the City College of the City University of New York. Dr. Steingart holds a Ph.D. in Materials Science from the University of California, Berkeley. We believe Dr. Steingart is qualified to serve on the Board because of his technical and industry credentials as an electrochemistry expert and research scientist, and an advisor to start-upcompanies in the energy sector.

Jessica Wirth Strine

Jessica Wirth Strine, 45, has served as a director of FREYR since November 24, 2023. Ms. Strine is the CEO and Managing Partner of Sustainable Governance Partners LLC, an independent corporate advisory firm that she co-foundedin 2020. In this capacity, Ms. Strine has served as an external consultant to several public companies on corporate governance, sustainability practices, and investor relations. Prior to founding Sustainable Governance Partners, Ms. Strine served as a Senior Director of Investment Stewardship at The Vanguard Group, from 2018-2020. From 2012 to 2017, Ms. Strine was employed by BlackRock, Inc., where she served as an energy sector portfolio manager and director of research within the company's fundamental active equities business. From 2004 to 2012, Ms. Strine was a sector portfolio manager and equity research analyst at Putnam Investments, where she also co-managedthe Global Energy Fund and Global Natural Resources Fund. Prior to this time, from 2001 to 2004, Ms. Strine worked in equity research at Wellington Management Company. Ms. Strine is a graduate of Dartmouth College with a B.A. in Psychological & Brain Sciences, and she holds an M.B.A with a Finance concentration from the Wharton School at the University of Pennsylvania. We believe Ms. Strine is qualified to serve on the Board because of her expertise in investment management, financial analysis, commodities and energy, and environmental, social, and governance ("ESG"), including sustainability strategy.

Required Vote

Each director will be elected by a majority of the votes cast (i.e., the number of shares voted FOR a nominee must exceed the number of shares voted AGAINST that nominee, excluding abstentions).

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE ABOVE NOMINEES FOR ELECTION AS DIRECTORS.

General Information About the Board of Directors

Director Independence

The Board has established director independence standards, which are included in our Corporate Governance Guidelines, available on our website at ir.freyrbattery.com, that are consistent with applicable NYSE listing standards. The NYSE listing standards generally define an "independent director" as a person who the Board affirmatively determines has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company), and require that a majority of a board of directors be independent. The Board has determined that Mr. Barcelo, Mr. Kantor, Mr. Manners, Mr. Slettemoen, Dr. Steingart and Ms. Strine are "independent directors," as defined in the NYSE listing standards. In assessing the independence of Dr. Steingart, the Board considered a €10,000 consulting fee that Dr. Steingart received in connection with his service in 2023 as an expert on the Company's Technology Advisory Board and concluded that such arrangement would not interfere with the exercise of Dr. Steingart's independent judgment in carrying out the responsibilities of a director. The Board also previously determined that Olaug Svarva, who served on the Board until November 2023, and Jason Forcier and Mimi Berdal, who each served on the Board until April 18, 2024, were independent.

Director Selection and Criteria

The Nominating and Corporate Governance Committee, pursuant to its charter, is responsible for identifying and screening candidates for Board membership and recommending candidates to the entire Board for Board membership.

As set forth in the Company's Corporate Governance Guidelines, in evaluating director candidates, the Nominating and Corporate Governance Committee will consider the current size and composition of the Board, the needs of the Board and its committees, the candidates' qualifications, background and experience and other factors that the Nominating and Corporate Governance Committee considers appropriate. While the Board has not established specific minimum qualifications for Board members, the Board believes that the assessment of director qualifications may include numerous factors, such as character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one's field, the ability to exercise sound business judgment, tenure on the Board and skills that are complementary to the Board, an understanding of the Company's business, an understanding of the responsibilities that are required of a member of the Board, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board.

The Nominating and Corporate Governance Committee considers recommendations and nominations for candidates to the Board from stockholders, so long as such recommendations and nominations comply with the Company's Bylaws, as well as applicable laws, rules and regulations. Stockholders may recommend director nominees for consideration by the Nominating and Corporate Governance Committee by writing to the Secretary.

Leadership Structure of our Board of Directors

Our Corporate Governance Guidelines do not mandate that the roles of Chair and CEO be separated or combined. Our Board exercises its discretion in combining or separating these positions as it deems appropriate in the best interests of the Company. Under our Corporate Governance Guidelines, if the Chair of the Board is not an independent director, the Board may appoint a Lead Independent Director.

Currently, Mr. Jensen serves as Executive Chair and Mr. Steen serves as our CEO. The Board believes that this structure, with separate Chair and CEO roles, is in the best interests of FREYR at this time because it allows our CEO to devote his time and attention to the day-to-dayoperations of the Company, while allowing our Chair to focus on leading the Board and supporting the initiatives of the Company and management. The Board also believes that our current leadership structure, with the separation of the Chair of the Board and CEO positions, together with independent leadership at the committee level, enhances the Board's effectiveness in risk oversight, which is further discussed below.

Board of Directors' Role in Risk Oversight

One of the key functions of the Board is informed oversight of FREYR's risk management process. The Board's Audit and Risk Committee is responsible for assisting and advising the Board in its oversight of the enterprise risk management of the Company. In addition, the Board is routinely presented with information at its regularly scheduled and special meetings regarding risks facing our Company, and management provides more frequent, informal communications to the Board between regularly scheduled meetings which are designed to give the Board regular updates about our business. The Board considers this information and provides feedback, makes recommendations, and, as appropriate, authorizes or directs management to address particular exposures to risk.

A description of the standing committees of the Board and their functions, including those related to risk oversight, is provided below.

Director Attendance at Board of Directors, Committee and Annual Meetings

Our Board held 13 meetings during 2023. Each incumbent director then in office attended at least 75% of the total number of meetings of our Board and any Board committee on which he or she served. Directors are encouraged to attend the Company's annual meeting of stockholders. One of the then-servingdirectors of FREYR Lux attended FREYR Lux's 2023 annual general meeting of shareholders.

FREYR's directors meet in executive sessions without management present on a regular basis. Independent directors meet in executive sessions without non-independentdirectors or management present from time to time, as determined by the independent directors, but no less than one time per year. Such meetings are typically held following regularly scheduled meetings or at such other times as requested by an independent director.

Committees of the Board of Directors

The Board has established the following standing committees: Audit and Risk Committee; Compensation Committee; and Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees of the Board are described below. From time to time, the Board may establish other committees to facilitate the management of our business. Members will serve on these committees until their resignation or until as otherwise determined by the Board. Each of the Board's standing committees has a written charter, which are available on our website at ir.freyrbattery.com.

Committee Membership

Audit and Risk Committee

The Audit and Risk Committee since April 2024 consists of Daniel Barcelo, who serves as the chair, Tore Ivar Slettemoen and Jessica Wirth Strine. Each of Mr. Barcelo, Mr. Slettemoen and Ms. Strine qualifies as an independent director under the listing standards of the NYSE and the independence requirements of Rule 10A-3under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Board has determined that Mr. Barcelo qualifies as an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K.

The functions of the Audit and Risk Committee include, among other things, assisting and advising the Board in its oversight of:

Compensation Committee

The Compensation Committee since April 2024 consists of Daniel Aremus Steingart, who serves as the chair, and Tore Ivar Slettemoen. Each of Dr. Steingart and Mr. Slettemoen qualifies as an independent director under the listing standards of the NYSE and as a "non-employeedirector" within the meaning of Rule 16b-3under the Exchange Act.

The functions of the Compensation Committee include, among other things:

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee since April 2024 consists of Jessica Write Strine, who serves as the chair, Daniel Barcelo, Todd Jason Kantor and Tore Ivar Slettemoen. Each of Ms. Strine, Mr. Barcelo, Mr. Kantor and Mr. Slettemoen qualifies as an independent director under the listing standards of the NYSE.

The functions of the Nominating and Corporate Governance Committee include, among other things:

Code of Conduct

Our Board has adopted a Code of Business Conduct and Ethics (the "Code of Conduct") applicable to all of our directors, officers, employees and contractors, consultants and agents. The Code of Conduct is available on our website at ir.freyrbattery.com. The Nominating and Corporate Governance Committee is responsible for overseeing the Code of Conduct. Any waivers of the Code of Conduct for executive officers or directors must be approved by the Board. Any amendments or waivers to the Code of Conduct requiring disclosure under SEC rules and NYSE listing standards will be posted on our website.

Communications with the Board

Stockholders of the Company and other interested parties wishing to communicate with the Board or an individual director may send a written communication to the Board or such director at the following address:

FREYR Battery, Inc.
6&8 East Court Square, Suite 300,
Newnan, Georgia 30263
Attention: Corporate Secretary

The Corporate Secretary will review each communication, and will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Corporate Secretary shall discard the communication or inform the proper authorities, as may be appropriate.

DIRECTOR COMPENSATION

The Board reviews Executive Chair and director compensation periodically to ensure that the Executive Chair and director compensation remains competitive such that FREYR is able to recruit and retain the Executive Chair and qualified directors. FREYR's director compensation program is designed to provide a combination of cash and share-basedcompensation and to align compensation with FREYR's business objectives and the creation of stockholder value, while enabling FREYR to attract, retain, incentivize and reward directors who contribute to the long-termsuccess of FREYR.

Non-Employee Director Compensation

The Board approved the following annual cash retainers for non-employeedirectors for the year ended December 31, 2023:

In setting non-employeedirector compensation, FREYR considers the competitive compensation market for directors in its industry, the demands of the various roles that directors hold and the time required to fulfill their duties to FREYR. Going forward, the Compensation Committee intends to undertake an annual review of the non-employeedirector compensation program.

2023 Director Compensation

The following table lists the compensation earned or paid to our non-employeedirectors, for the year ended December 31, 2023:

____________

(1) All dollar amounts in this table that were paid in NOK, were converted to U.S. dollars for the purpose of this disclosure using the exchange ratio of 0.0948, the average exchange rate for 2023.

(2) Aggregate grant date fair value of share-basedawards is computed in accordance with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 718. For options, the grant date fair value of the options was estimated using the Black-Scholes-Mertonoption pricing model. The assumptions made in determining the grant date fair value of options under applicable accounting guidance are disclosed in Note 12 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-Kfor the year ended December 31, 2023.

(3) Includes fees for tax preparation assistance.

(4) Includes $360,000 in compensation from the Matrai Consulting Agreement discussed further below.

(5) Includes compensation of $5,000 for serving on the Company's Technology Advisory Board, consisting of subject matter experts who provide technology insight to Management.

(6) Ms. Strine was appointed to the Board in November 2023.

(7) Mr. Bezdek resigned from the Board in January 2023 and did not earn any related fees during 2023.

(8) Consists of compensation from the Sjøtveit Chairman Agreement and Sjøtveit Retirement Agreement discussed further below. Mr Sjøtveit retired from the Board in August 2023.

(9) Ms. Svara resigned from the Board in November 2023.

(10) Ms. Tiubía resigned from the Board in March 2023.

The following table sets forth the aggregate number of shares of Common Stock outstanding options for each of our non-employeedirectors on December 31, 2023.

Agreements with FREYR Directors

Details of the compensation agreements with our directors are outlined below.

For a description of the consulting agreement entered into with Mr. Jensen, our Executive Chair, please see the section titled "Agreements with NEOs" below the 2023 Summary Compensation Table.

Consulting Agreement with Mr. Matrai

We entered into an agreement with Mr. Matrai to serve as a consultant (the "Matrai Consulting Agreement") in May 2021. The Matrai Consulting Agreement has a term of three years starting on and from the date of the Business Combination. Mr. Matrai's annual consulting fee is $360,000 as of December 31, 2023 and is eligible to receive share-basedcompensation awards under the 2021 Equity Plan. The Matrai Consulting Agreement contains customary confidentiality, non-competition, non-solicitation, and intellectual property assignment provisions. Mr. Matrai is expected to be engaged for the majority of his working time in the provision of services in accordance with the Matrai Consulting Agreement.

Executive Chairman Agreement with Mr. Sjøtveit

We entered into an executive chairman agreement with Mr. Sjøtveit (the "Sjøtveit Chairman Agreement") in June 2021. The Sjøtveit Chairman Agreement had a term of three years starting on and from the date of the Business Combination. Mr. Sjøtveit's annual salary as of December 31, 2023, was NOK 4.0 million and he was eligible for share-basedawards under the 2021 Equity Plan. The Sjøtveit Chairman Agreement contains customary confidentiality, non-competition, non-solicitation, and intellectual property assignment provisions. On August 9, 2023 we entered into a retirement agreement with Mr. Sjøtveit (the "Sjøtveit Retirement Agreement"). The Sjøtveit Retirement Agreement entitles Mr. Sjøtveit to his annual salary through June 30, 2024 and non-competepayments through June 30, 2025.

PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Audit and Risk Committee is responsible for the appointment, compensation, retention and oversight of the Company's independent auditors. In connection with this responsibility, the Audit and Risk Committee evaluates and monitors the auditors' qualifications, performance and independence. This responsibility includes a review and evaluation of the independent auditors. The Audit and Risk Committee approves all audit engagement fees and terms associated with the retention of the independent auditors. The Audit and Risk Committee charter requires the Audit and Risk Committee to consider whether the independent audit firm should be rotated. In addition to evaluating rotation of the independent auditors, the Audit and Risk Committee oversees the selection of the lead audit partner.

As a matter of good corporate governance, the Board is requesting our stockholders to ratify the Audit and Risk Committee's selection of PricewaterhouseCoopers AS as our independent registered public accounting firm for the year ending December 31, 2024. PricewaterhouseCoopers AS has served as FREYR's auditor since 2020. The Audit and Risk Committee and the Board believe that the continued retention of PricewaterhouseCoopers AS as our independent auditors is in the best interests of the Company. The Audit and Risk Committee carefully considered the selection of PricewaterhouseCoopers AS as our independent auditors.

If the stockholders do not ratify the selection, the Audit and Risk Committee will reconsider its selection. Even if the selection is ratified, the Audit and Risk Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit and Risk Committee determines that such a change would be in the best interests of the Company and its stockholders.

Representatives from PricewaterhouseCoopers AS are expected to be present at the Annual Meeting and will have an opportunity to make a statement at the Annual Meeting if they desire to do so and are expected to be available to respond to appropriate questions at the Annual Meeting.

Required Vote

Approval by the affirmative vote of the holders of a majority of the total number of votes of the Company's Common Stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the proposal is required to ratify the selection of PricewaterhouseCoopers AS.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE IN
FAVOR OF THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2024.

Fees Paid to Independent Registered Public Accounting Firms

The Company's principal accountant for 2023 and 2022 was PricewaterhouseCoopers AS. The following table sets forth the aggregate fees and expenses billed to us by our independent registered public accounting firm:

____________

(1) Audit fees consist of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of our quarterly condensed consolidated financial statements, and related accounting consultations and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements.

(2) Audit-relatedfees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

(3) Tax fees consist of fees billed for tax consulting services and professional services relating to tax compliance, tax planning, and tax advice.

(4) Other fees consist of fees billed for advisory services that are not included in the above categories.

Approval of Audit and Permissible Non-Audit Services

Our Audit and Risk Committee charter requires the Audit and Risk Committee to review and approve all audit services and all permissible non-auditservices to be performed for us by our independent registered public accounting firm. The Audit and Risk Committee will not approve any services that are not permitted by SEC rules.

The Audit and Risk Committee pre-approvedall audit, audit related, tax, and non-auditrelated services to be performed for us by our independent registered public accounting firm.

AUDIT AND RISK COMMITTEE REPORT

The Audit and Risk Committee reviewed and discussed the consolidated financial statements for the year ended December 31, 2023, with our management and with our independent registered public accounting firm, PricewaterhouseCoopers AS. In addition, the Audit and Risk Committee discussed with PricewaterhouseCoopers AS the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the "PCAOB") and the SEC. The Audit and Risk Committee also discussed with PricewaterhouseCoopers AS the written disclosures and the independence letter from PricewaterhouseCoopers AS required by the applicable requirements of the PCAOB.

Based on the Audit and Risk Committee's review of the consolidated financial statements and the review and discussions described in the preceding paragraph, the Audit and Risk Committee recommended to the Board that the consolidated financial statements be included in the Company's Annual Report on Form 10-Kfor the year ended December 31, 2023.

Daniel Barcelo (Chair)
Daniel Aremus Steingart*
Jessica Wirth Strine

____________

* Dr. Steingart was replaced by Tore Ivar Slettemoen, effective April 18, 2024.

The above Audit and Risk Committee Report is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act whether made before or after the date of this proxy statement and irrespective of any general incorporation language in any such filings.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our Common Stock as of the as of the Record Date by:

The beneficial ownership percentages set forth in the table below are based on 139,705,234 shares of Common Stock issued and outstanding as of the Record Date. We have deemed warrants, which are exercisable into shares of Common Stock, and options that are currently exercisable or exercisable within 60 days to be outstanding and to be beneficially owned by the person holding the warrant or option for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

____________

* Represents beneficial ownership of less than 1%.

(1) Includes 1,590,953 shares of Common Stock, 661,111 shares of Common Stock subject to stock options which are vested and exercisable within 60 days of the Record Date. Also includes 1,431,650 shares of Common Stock subject to exercisable warrants held by EDGE Global LLC. Mr. Matrai and Mr. Jensen are co-ownersof EDGE Global LLC. Mr. Jensen disclaims beneficial ownership of the shares held by EDGE Global LLC. The business address of EDGE Global LLC is 210 Locust Street, Philadelphia, PA 19106.

(2) Includes 475,000 shares of Common Stock, 224,999 warrants, which are exercisable into an equal number of shares of Common Stock, and 49,999 shares of Common Stock subject to stock options which are vested and exercisable within 60 days of the Record Date.

(3) Consists of 13,463,268 shares of Common Stock and 355,465 warrants, which are exercisable into shares of Common Stock, held by Encompass Capital Advisors LLC, as described in footnote 16 to this table. Todd Jason Kantor, as the managing member of Encompass Capital Advisors LLC, may be deemed to beneficially own the securities beneficially owned by Encompass Capital Advisors LLC. Mr. Kantor disclaims beneficial ownership of the foregoing. The shares beneficially owned by Encompass Capital Advisors LLC and affiliates are counted only once for purposes of the total shares held by such persons.

(4) Includes 1,181,326 shares of Common Stock, 844,431 warrants, which are exercisable into an equal number of shares of Common Stock, and 83,333 shares of Common Stock subject to stock options which are vested and exercisable within 60 days of the Record Date. Also includes 1,431,650 shares of Common Stock subject to exercisable warrants held by EDGE Global LLC. Mr. Matrai and Mr. Jensen are co-ownersof EDGE Global LLC. Mr. Matrai disclaims beneficial ownership of the shares held by EDGE Global LLC. The business address of EDGE Global LLC is 210 Locust Street, Philadelphia, PA 19106.

(5) Includes 60,000 shares of Common Stock.

(6) Includes 60,000 shares of Common Stock and 416,666 shares of Common Stock subject to stock options which are vested and exercisable within 60 days of the Record Date.

(7) Includes 166,665 shares of Common Stock subject to stock options which are vested and exercisable within 60 days of the Record Date.

(8) Includes 51,849 shares of Common Stock subject to stock options which are vested and exercisable within 60 days of the Record Date. Also includes 1,200 shares of Common Stock held by the Beacon Group AS. Mr. Bentzen is an owner of the Beacon Group and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The business address of the Beacon Group is Skådalsveien 4G, NO-0781.

(9) Includes 50,000 warrants, which are exercisable into an equal number of shares of Common Stock, and 109,228 shares of Common Stock subject to stock options which are vested and exercisable within 60 days of the Record Date.

(10) Mr. Haugan ended his employment with the Company on February 29, 2024. Includes 8,951 shares of Common Stock, 50,000 warrants, which are exercisable into an equal number of shares of Common Stock, and 392,676 shares of Common Stock subject to stock options which are vested and exercisable within 60 days of the Record Date.

(11) Ms. Ljungquist ended her employment with the Company on December 31, 2023.

(12) Includes 60,379 shares of Common Stock and 50,000 warrants, which are exercisable into an equal number of shares of Common Stock.

(13) Consists of 7,580,446 shares of Common Stock held in the aggregate by Teknovekst Invest AS through its subsidiary Teknovekst UK Ltd, as described in footnote 19 to this table. Tore Ivar Slettemoen is the sole owner of Teknovekst AS, which holds a 99.9% ownership interest in Teknovekst Invest AS, and has the power to direct the vote and disposition of securities held by Teknovest Invest AS. The shares beneficially owned by Teknovekst Invest AS and affiliates are counted only once for purposes of the total shares held by such persons.

(14) Consists of 24,480,323 shares of Common Stock, 1,200 shares of Common Stock held by the Beacon Group AS, 1,574,895 warrants, which are exercisable into an equal number of shares of Common Stock, 1,431,650 shares of Common Stock subject to exercisable warrants held by EDGE Global LLC, and 2,036,154 shares of Common Stock subject to stock options which are vested and exercisable within 60 days of the Record Date.

(15) Consists of 4,186,840 shares of Common Stock and 6,964,517 warrants, which are exercisable into an equal number of shares of Common Stock, held by Alussa Energy Sponsor LLC. The business address of Alussa Energy Sponsor LLC is 251 Little Falls Drive, Wilmington, Delaware 19808.

(16) Includes 13,463,268 shares of Common Stock and 355,465 warrants, which are exercisable into shares of Common Stock, held by Encompass Capital Advisors LLC by virtue of its position as the subadvisor to certain funds and the investment manager to certain other funds. Encompass Capital Advisors Partners LLC and Todd Jason Kantor, as the managing member of Encompass Capital Advisors LLC, may be deemed to beneficially own the securities beneficially owned by Encompass Capital Advisors LLC. The address of the foregoing entities is c/o Encompass Capital Advisors LLC, 200 Park Avenue, 16thFloor, New York, NY 10166.

(17) Consists of 11,500,000 shares of Common Stock held by Wood River Capital, LLC, which is indirectly beneficially owned by Koch Industries, Inc. The business address of Koch Industries, Inc. is 4111 East 37thStreet North, Wichita, Kansas 67220.

(18) Consists of shared voting power over 10,991,027 shares of Common Stock and shared dispositive power over 11,554,754 shares of Common Stock held by Morgan Stanley. The address of the principal business office of Morgan Stanley is 1585 Broadway New York, NY 10036.

(19) Consists of 7,580,446 shares of Common Stock held in the aggregate by Teknovekst Invest AS through its subsidiary Teknovekst UK Ltd. The business address of Teknovekst Invest AS is Solbergveien 51, 3232 Sandefjord, Norway, and the business address of Teknovekst UK Ltd. is 10 Norwich Street, London, United Kingdom, EC4A 1BD.

(20) The foregoing information is based solely on the information on Schedules 13D and 13G filed with the SEC.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Set forth below are the names, ages, and biographical information for each of our current executive officers.

Biographical data for each of our current executive officers is set forth below, except for Mr. Steen's biography, which is included in the section entitled "Proposal 1 - Election of Directors."

Oscar K. Brown

Oscar K. Brown, 53, joined FREYR in April 2022 and currently serves as Chief Financial Officer. He has more than 30 years of energy industry experience, having most recently been Senior Vice President of Strategy, Business Development, and Supply Chain for Occidental Petroleum Corporation from 2016 to 2020. Prior to joining Occidental, he held positions of increasing responsibility as an investment banker with CS First Boston, Lehman Brothers, Barclays Capital, and Bank of America Merrill Lynch, where he was co-headof Americas Energy Investment Banking. He is a board member, chairs the ESG Committee, and serves on the Compensation Committee of Western Midstream Partners LP (NYSE: WES) and is a past director of Plains All-AmericanPipeline LP (NYSE: PAA) and Plains GP Holdings LP (NYSE: PAGP). Mr. Brown holds a bachelor degree in Business Administration, Finance and Marketing, from the University of Texas at Austin.

Andreas Bentzen

Andreas Bentzen, 48, has served as Chief Technology Officer of FREYR since November 24, 2023. He joined the company in as Executive Vice President, Technology in August 2022. Prior to joining FREYR, Dr. Bentzen co-foundedOtovo, the leading European residential solar energy and storage company, where he served as the Chief Technology Officer for more than six years between January 2016 and July 2022. Dr. Bentzen has more than 20 years experience in technology and strategic management from both industrial and academic R&D, including working as technology and management consultant for Nofas AS and as the Vice President, Technology for REC Technology U.S., Inc. in San Francisco. He holds a Master of Science from the Norwegian University of Science and Technology (NTNU) and a Ph.D. in physics from the University of Oslo.

Are L. Brautaset

Are L. Brautaset, 53, has served as Chief Legal Officer of FREYR since July 2021. He previously served as FREYR Legacy's Chief Legal Officer since December 2020. Prior to joining FREYR Legacy, Mr. Brautaset was an independent attorney from June 2020 to November 2020. Prior to that, Mr. Brautaset was Chief Legal Officer at Aker Energy AS from January 2019 to June 2020. Prior to Aker Energy AS, Mr. Brautaset was Vice President Legal at Equinor ASA (formerly known as Statoil ASA) from August 2016 to January 2019. Prior to Equinor ASA, Mr. Brautaset was Head of Legal and Compliance at Statoil Tanzania AS from August 2013 to July 2016. Mr. Brautaset has more than 20 years of experience as in-housecounsel and holds a Master of Laws from University of Oslo.

Jeremy Bezdek

Jeremy Bezdek, 50, has served as our Executive Vice President, Corporate Development and as President of FREYR Battery U.S. since January 2023. Mr. Bezdek served as a director of FREYR from 2021 to 2022. He had spent 26 years with Koch companies in a variety of finance, corporate development, and commercial leadership roles, most recently as the Managing Director of Koch Strategic Platforms, an investment arm of Koch Industries. In 2010, Mr. Bezdek lead the newly created Innovation and M&A team for Flint Hills Resources, LP ("FHR"), a subsidiary of Koch Industries, Inc. After serving as the business leader of the Biofuels and Ingredients business for 2.5 years,

Mr. Bezdek moved to the Corporate Development role in late 2017 where he led M&A and venture activity for FHR. Mr. Bezdek holds a Bachelor of Science in Business Administration, Finance Concentration from the University of Kansas.

Jan Dahm-Simonsen

Jan Dahm-Simonsen, 54, has served as Chief Human Resources Officer of FREYR since January 2022. Previously, he served as VP HR in FREYR from February 2021. Prior to joining FREYR, Mr. Dahm-Simonsenserved as EVP & Chief Human Resources Officer of Wallenius Wilhelmsen from September 2017 till December 2020. Prior to Wallenius Wilhelmsen, Mr. Dahm-Simonsenheld the position as Chief Human Resources Officer with Norwegian Airlines ASA from September 2016 to September 2017. Prior to Norwegian Airlines ASA, Mr. Dahm-Simonsenheld various senior HR roles at Equinor ASA (formerly known as Statoil ASA) from February 2012 to August 2016. Prior to Equinor ASA, Mr. Dahm-Simonsenwas EVP & Chief of Staff with Statoil Fuel & Retail from January 2009 to February 2012. Mr. Dahm-Simonsenhas more than 20 years of experience within international human resources and organizational development. He holds an MBA in HR and Organizational Behavior from the University of Wales, Aberystwyth.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This represents our first Compensation Discussion and Analysis ("CD&A") as a large accelerated filer, and our first proxy statement following our redomicile in 2023. For 2023 we have eight Named Executive Officers ("NEOs"), reflecting several leadership changes during the year.

2023 NAMED EXECUTIVE OFFICERS

____________

(1) Mr. Steen was appointed Chief Executive Officer ("CEO") effective August 21, 2023.

(2) Mr. Bezdek joined the Company effective January 1, 2023.

(3) Mr. Jensen stepped down as CEO and was appointed non-employeeExecutive Chair of the Board effective August 21, 2023.

(4) Mr. Haugan stepped down as Chief Operating Officer effective November 24, 2023, in connection with the Company restructuring. Mr. Haugan continued to serve as a special advisor to the CEO until February 29, 2024.

(5) Ms. Ljungquist stepped down as Executive Vice President Operations effective November 24, 2023, in connection with the Company restructuring, and ended her employment with the Company effective December 31, 2023.

Executive Summary

Compensation at a Glance

The following summarizes the key elements of our NEO compensation program in operation during 2023.

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(1) Reflects the combination of base salary as at December 31, 2023, the 2023 target STIP opportunity and the 2023 annual LTI grant date fair value (i.e., excludes sign-onawards which are one-timein nature). Amounts may not sum directly due to rounding to the nearest whole percent.

(2) This reflects the annualized target compensation for Mr. Steen, which excludes his new hire award. Mr. Steen's salary and target STIP opportunity in NOK were converted to U.S. dollars for the purpose of this disclosure using the average exchange ratio of 0.0948 for 2023, and his annual option grant valued at $700,963 annualized to $1,923,697.

(3) This reflects the annualized target compensation for the current NEOs who were still employed as at year-end, namely Mr. Brown, Mr. Bezdek, Mr. Bentzen, and Mr. Brautaset. In the case of Mr. Bezdek, it excludes his new hire option award.

Compensation Design

Compensation Philosophy

The Company's compensation philosophy applies to all employees, including the NEOs. It is designed to ensure that employees are aligned with the Company's objectives of delivering results through engaging, motivating and retaining them in accordance with Company values. There are five key principles which, in summary, state that our compensation and benefits practices should:

These principles are reflected in the operation of our executive compensation program, which balances Company and individual performance, while establishing target compensation levels with reference to a range around market median practices in the relevant market.

Use of Market Data

During the year, the Compensation Committee engaged Willis Towers Watson ("WTW") to serve as its independent compensation consultant, and worked with WTW to develop a compensation peer group to inform decisions on target pay levels and practices for 2024. This was the first formal compensation peer group developed by the Company since being listed on NYSE in July 2021, and was conducted in consideration of our redomicile in the fourth quarter of 2023. Until that time, all external references were made to the general market and as such were not directly linked to any specific peer group.

As a pre-revenuecompany in a growth industry, we used a combination of factors in identifying and assessing potential peers, including:

As a result of this review, the Compensation Committee approved the following 17-companypeer group. At the time of approval, FREYR ranked at the 57thpercentile on trailing 12-monthaverage market capitalization. Five peer companies were pre-revenue, or had reported revenues of less than $10 million in their most recently completed four quarters.

1. Amprius Technologies, Inc. (NYSE: AMPX)

2. Aspen Aerogels, Inc. (NYSE: ASPN)

3. Ballard Power Systems Inc. (NASDAQ: BLDP)

4. Blink Charging Co. (NASDAQ: BLNK)

5. ChargePoint Holdings, Inc. (NYSE: CHPT)

6. Enovix Corporation (NASDAQ: ENVX)

7. ESS Tech, Inc. (NYSE: GWH)

8. EVgo, Inc. (NASDAQ: EVGo)

9. Fluence Energy, Inc. (NASDAQ: FLNC)

10. FuelCell Energy, Inc. (NASDAQ: FCEL)

11. Li-CycleHoldings Corp. (NYSE: LICY)

12. Microvast Holdings, Inc. (NASDAQ: MVST)

13. Plug Power Inc. (NASDAQ: PLUG)

14. PureCycle Technologies, Inc. (NASDAQ: PCT)

15. QuantumScape Corporation (NYSE: QS)

16. Solid Power, Inc. (NASDAQ: SLDP)

17. Stem, Inc. (NYSE: STEM)

Where there is insufficient data available in public filings for comparable roles at the Company, general industry survey data was used instead.

More broadly, the Company also engaged WTW to review its full compensation and benefit strategy in 2023. While not focused on a specific peer group of companies, the study provided general market data on the entire suite of compensation and benefit tools and initiatives for all employees, ensuring a fit for purpose, market competitive positioning in accordance with the Company's philosophy.

2023 Named Executive Officer Compensation

Base Salary

The Company seeks to maintain base salary amounts for each of our NEOs at or near industry norms after taking into account the executive's duties and authorities, contributions, prior experience, sustained performance and location. Salaries should not exceed what is believed to be necessary to motivate executives to meet corporate goals. Base salaries are generally reviewed annually, subject to the terms set out in employment contracts and agreements. Four NEOs received increases of 5.2% for 2023, in line with the local average workforce increase. Changes in salary were effective January 1, 2023. Salaries are presented in the currency in which they are approved and paid to the respective NEOs and reflect the annual rate at year-endor date of termination, as applicable.

Short-Term Incentive Plan

The STIP provides participants with an opportunity to earn a cash incentive based on an equally weighted combination of quantitative Company and individual performance during the year. In addition to the defined goals, any payout is contingent upon an overarching assessment of Company performance by the Compensation Committee at year-end(a "threshold requirement"). If the Compensation Committee deems the threshold requirement has not been achieved, no payouts will be made under the plan. The plan operates on a consistent basis based on the employee's role and responsibility for all eligible participants across the Company, with the maximum opportunity capped at 125% of an individual's target opportunity.

The following target opportunities were approved by the Compensation Committee for the NEOs in respect of 2023, expressed as a percentage of year-endbase salary.

Company Performance (50% of outcome)

Three performance measures were approved in respect of the Company performance element for the 2023 STIP:

The following threshold, target and maximum goals were approved in respect of 2023 performance:

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(1) For performance below threshold, no STIP payout is earned.

Individual Performance (50% of outcome)

As a pre-revenueCompany, the Compensation Committee believes that it is important for all STIP participants, including the NEOs, to have an element of their STIP opportunity tied directly to individual performance. This enables an assessment of performance relative to key performance indicators and milestones that align to individual strategic priorities, with consideration to how they were achieved in accordance with our values.

Three key performance indicators were established with each NEO at the start of the year, with final performance determinations to be made for each individual participant as to their performance achievement based on personal and manager assessments.

Threshold Requirement

To ensure that outcomes appropriately reflect FREYR's aggregate performance that might not otherwise be reflected in the Company performance goals, the Compensation Committee has the ability to reduce the STIP outcome, including reducing it to zero, based on its assessment of whether the outcome reflects FREYR's broader full-yearperformance. In making this assessment, the Compensation Committee considers indicators, including, but not limited to, the following:

After a thorough reflection related to plan affordability, Company reputation and the reduction in force of approximately 25% announced in the fourth quarter of 2023 and completed in 2024, the Compensation Committee determined that the threshold requirements were not achieved, regardless of the achievement for the Company and individual performance measures. Accordingly, no STIP was earned by any of the NEOs related to 2023 performance.

Long-Term Incentive Plan

In support of our compensation philosophy, we believe that a significant portion of an NEO's compensation should be at risk and aligned with Company performance. The Compensation Committee considers at-riskpay to include STIP and LTIP awards given that the eventual value will vary based on performance and, in the case of LTIP awards, our stock price. As discussed below, all eligible NEOs received awards of NQSOs in 2023, with select NEOs also receiving awards of RSUs in accordance with their employment agreements.

Stock Options

All NEOs other than Mr. Jensen received an annual award of NQSOs in 2023, which the Compensation Committee believes achieves the following objectives:

The Compensation Committee also believes that NQSOs are an indicator of Company performance, as determined by our stockholders through the Company stock price. As a pre-revenueCompany, revenue and earnings targets are not a relevant or meaningful way to measure Company performance. In addition, multi-yearquantitative performance goals can be challenging to establish in a fair and equitable manner given the variety of factors that can impact development and construction timelines that are both within and outside of the Company's control.

Awards granted in 2023 had the following features:

In 2023, the following annual stock option awards were approved by the Compensation Committee for the NEOs.

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(1) Mr. Steen, Mr. Brown and Mr. Bezdek's LTIP awards are set as a fixed number of options for the first three years of service. For other NEOs who received awards in 2023, the face value (i.e., number of stock options multiplied bythe market price of the Company's stock on the date of grant) is established as a percentage of base salary, as shown.

(2) Reflects the annual NQSO award as stipulated in each respective NEOs' employment agreement for the first three years of service.

(3) These NEOs also received initial sign-onawards of stock options, discussed further below under "- Compensation Discussion & Analysis-2023 Named Executive Officer Compensation - Long-TermIncentives - Sign-OnAwards."

(4) Mr. Steen's annualized award in the first three years of his employment is 600,000 NQSOs. In 2023 he received a pro-rataproportion reflecting his date of appointment, as shown above.

(5) Mr. Jensen was not eligible to participate in the annual LTIP as he received a performance-basedstock option award in connection with his appointment as CEO in 2021, with the associated terms defined in his employment agreement. This is discussed further below under "- Compensation Discussion & Analysis-2023 Named Executive Officer Compensation - Long-TermIncentives - Assessment of Performance Achievement for 2021 Performance-BasedOption Award to Former CEO."

Awards granted to Mr. Steen, Mr. Brown and Mr. Bezdek reflect a fixed number of options as provided for in their respective employment contracts and agreements for the first three years of service. The number of stock options granted to the other NEOs was determined by converting their base salary to U.S. dollars based on the grant date exchange rate and multiplying that value by a long-termincentive target opportunity (expressed as a percentage of base salary, determined with reference to their role and seniority) and dividing that value by the market price of the Company's stock on the date of grant. The grant date fair value of the awards is materially lower than the face value, given the nature of stock options whereby the value is derived from any increases in the share price.

Restricted Stock Units

RSUs align our NEOs' interests with those of our stockholders by rewarding the achievement of long-termvalue creation, and they reflect our pay for performance philosophy because the value of RSUs changes in accordance with changes in the value of our stock.

Mr. Brown and Mr. Bezdek were the only NEOs who received an award of RSUs, as provided for in their employment agreements. The RSUs vest in equal thirds on the first, second and third anniversary of the date of grant, and will be settled in cash within 30 days of vesting, based on the value on the date of vest.

In 2023, the following RSU awards were approved by the Compensation Committee for NEOs.

Awards granted to Mr. Brown and Mr. Bezdek reflect a fixed grant date fair value provided for in their respective employment agreements for the first three years of service. The number of RSUs granted was determined by dividing the agreed grant value by the closing market price of the Company's stock on the date of grant.

Sign-On Awards

The Company has a general philosophy that shortly after starting employment, all employees, including the NEOs, are eligible to receive a small sign-onaward of stock options. Additionally, certain employees, usually executive officers, may negotiate larger sign-onoption grants that are specified in their employment contracts or agreements, subject to Compensation Committee approval. The Compensation Committee approved such award for Mr. Steen and Mr. Bezdek to secure their appointments in 2023. These options are subject to the same terms as the annual stock option grants discussed above, including vesting, exercise, and expiration terms.

Assessment of Performance Achievement for 2021 Performance-Based Option Award to Former CEO

In connection with his appointment in 2021, the Company entered into an employment contract with Mr. Jensen. To align Mr. Jensen's interests and compensation with the performance of the Company, the contract provided for a performance-basedstock option awards and confirmed that while employed as CEO Mr. Jensen would be ineligible to participate in the annual LTIP.

In accordance with the stock option agreement, on July 13, 2021, Mr. Jensen was granted 850,000 stock options with a strike price of $10.00, subject to the achievement of nine milestones related to Mr. Jensen's performance as CEO, with each milestone related to 1/9thof the total number of options becoming performance vested. Prior to 2023, one of the nine milestones had been achieved. In August 2023, Mr. Jensen transitioned from the position of CEO to the non-employeeExecutive Chair of the Board and, in connection with this transition, the Board determined that the milestones were no longer applicable. The Board therefore assessed progress in respect of the remaining eight milestones at the time of the transition and awarded full or pro-rataachievement for a portion of the outstanding stock options, based on Mr. Jensen's performance as CEO prior to his transition to non-employeeExecutive Chair of the Board, and which reflected adjustments to certain of the performance criteria. In 2023 Mr. Jensen met the performance conditions of 567,000 stock options of the original 850,000 stock options granted, which resulted in Mr. Jensen being cumulatively awarded in total 661,000 of the original 850,000 stock options granted. The remaining stock options were forfeited as the required performance conditions were not met. See the "Grants of Plan-BasedAwards Table" below for information on the incremental fair value related to the treatment of Mr. Jensen's options.

In accordance with the vesting schedule set out in his employment contract, the stock options related to the performance metric achieved in 2022 vest in equal parts on December 31, 2022, September 30, 2023 and June 1, 2024; the stock options related to the performance metrics achieved in 2023 vest in equal parts on September 30, 2023 and June 1, 2024.

Retirement, Health and Welfare Benefits

FREYR provides benefits to its NEOs on the same basis as provided to all of its employees in the same jurisdiction, including a defined contribution retirement program for NEOs based outside of the U.S.; a cash equivalent in lieu of participation in a 401(k) plan and to compensate for the Company's high premium health care plan for NEOs based in the U.S.; and group life, disability, and travel insurance. FREYR does not provide a match for participants' elective contributions under the defined contribution plan, nor does the Company maintain any executive-specificsupplemental retirement, health or welfare programs.

As appropriate, the Company also provides certain global mobility benefits when required for an executive to undertake their role, under a policy that covers all employees. During the year, the Compensation Committee approved relocation support, inclusive of tax, legal and immigration expenses in connection with Mr. Steen's appointment.

Executive Transitions

Terminations of Mr. Haugan and Ms. Ljungquist

In connection with the restructuring process that started during 2023, the Board initiated the terminations of Mr. Haugan and Ms. Ljungquist. In connection with their separations, the Company entered into separation agreements with each of these executives. These agreements reflect the provisions agreed in each such executive's employment contract as it pertained to the treatment of outstanding equity awards and cash severance, as summarized below. The agreements also included restrictive covenants in the interests of stockholders. The following table provides a summary of the key compensation provisions and restrictive covenants.

Transition of Mr. Jensen

During the year, Mr. Jensen transitioned from his former role as CEO to Executive Chair of the Board, a non-employeerole. In connection with his termination as CEO:

To ensure a smooth transition, Mr. Jensen agreed to serve as a consultant to Mr. Steen for a period of up to one-year. In connection with this role, the Company entered into a consulting agreement with Mr. Jensen that provided for the following key compensation terms:

In connection with Mr. Jensen's appointment as non-employeeExecutive Chair, the Compensation Committee also determined that Mr. Jensen be entitled to the ordinary annual board fee of $100,000.

Appointments of Mr. Steen and Mr. Bezdek

In connection with the appointments of Mr. Steen and Mr. Bezdek in 2023, the Company agreed to employment terms with each individual, the key provisions of which are summarized below.

Further details on the employment terms and potential severance payments can be found in the section below titled "Potential Payments Upon Termination or Change in Control."

Compensation Governance

Role of the Compensation Committee

The Compensation Committee comprises two directors, both of whom are deemed to be independent, and is chaired by Daniel Aremus Steingart, who was added to the Compensation Committee in April 2024. The Compensation Committee oversees the Company's compensation policies, plans, benefit programs and overall compensation philosophy. It also approves compensation for executive officers, including the evaluation and recommendation of any plans, policies or programs that executive officers participate in.

Independent Compensation Consultant

The Compensation Committee can retain an outside independent advisor to provide external perspectives and guidance when discharging its duties. Towards the end of 2023, the Compensation Committee appointed WTW as its independent outside compensation consultant. WTW provided advice to the Compensation Committee on matters including developing a compensation peer group and 2024 compensation practices. During 2023, WTW was also engaged by management to provide services related to general compensation practices, the output of which was considered by the Compensation Committee. The aggregate fees paid for services provided to Company management for 2023 were €116,000. The Compensation Committee believes that the advice it received from WTW is objective and not influenced by any other business relationship.

Role of Stockholders

FREYR is committed to meaningful investor outreach. We embrace an open and accessible relations program for current and prospective investors, that provides a forum for dialogue. During the year, no questions or feedback were received in relation to executive compensation practices.

At our upcoming Annual Meeting, the Board is recommending a vote in favor of an annual say-on-payvote. By conducting such a vote annually, it provides the Compensation Committee with an opportunity to review insight into views on executive compensation practices across our stockholder base. The Compensation Committee will consider the results of the say-on-payvote, along with feedback shared during engagement and broader stakeholder perspectives, such as guidance issued by proxy advisors, in discharging its duties.

Clawback Policy

During the year, the Compensation Committee approved and adopted a compensation recoupment policy to comply with NYSE requirements. The policy applies to current and former executive officers and covers all incentive compensation. In the event of a financial restatement, any compensation that is determined to have been erroneously awarded during the three-yearlookback period is subject to repayment. A copy of the Clawback Policy can be found as an exhibit to our Annual Report on Form 10-Kfor the year ended December 31, 2023. During the year, no action was required under the policy.

In addition, certain employment contracts and employment agreements contain additional recoupment provisions. For example, if the Company becomes aware of any material malfeasance or wrongdoing by Mr. Steen, it has the ability to seek repayment of previously paid STIP or NQSOs from him. A similar provision was included in Mr. Bezdek's employment agreement relating to any STIP payments in the first two years of his employment.

Anti-Hedging and Anti-Pledging Policies

The Company maintains an Insider Trading Policy that is applicable to all directors and employees, including our NEOs. Among other things, the policy prohibits any director or employee of the Company from (i) engaging in short sales of the Company's securities (ii) trading in publicly-tradedoptions, such as puts and calls, and other derivative securities with respect to the Company's securities (other than NQSOs, RSUs and other compensatory awards issued by the Company) (iii) engaging (directly or indirectly) in hedging transactions, or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities, (iv) pledging the Company's securities as collateral for any loan or as part of any other pledging transaction, unless approved by the Compliance Officer in writing, (v) holding Common Stock in margin accounts, or (vi) placing standing or limit orders on Company securities, unless executed as part of an approved Rule 10b5-1Plan.

Use of Employment Contracts and Agreements

The Company has entered into employment contracts and agreements with the NEOs, reflective of typical local market practice and applicable laws. These contracts and agreements, as applicable by NEO, set out terms including compensation, benefits, restrictive covenants and severance obligations upon qualifying termination events. Inclusion of such severance obligations is an important part of the executive compensation program, and they are designed to reflect local market standards and provide assurances to both the Company and NEOs in the event of a termination. None of the contracts or agreements contain any provisions for single-triggerpayments or tax gross-upsin the event of a change in control. Further details on the employment terms and potential severance payments can be found in the section titled "Potential Payments Upon Termination or Change in Control."

Compensation Committee Report

The Compensation Committee has reviewed and discussed the CD&A with management and, based on such review and discussion, recommended to the Board that the CD&A be included in this Proxy Statement and incorporated by reference in the Company's Annual Report on Form 10-Kfor the year ended December 31, 2023.

Mimi Berdal (Chair)*
Jason Forcier*

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* Ms. Berdal and Mr. Forcier were replaced by Dr. Steingart and Mr. Slettemoen, effective April 18, 2024.

The above Compensation Committee Report is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act or the Exchange Act whether made before or after the date of this proxy statement and irrespective of any general incorporation language in any such filings.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as a member of the Board or the Compensation Committee. Mimi Berdal and Jason Forcier served as members of our Compensation Committee during 2023. None of the individuals who served on the Compensation Committee during 2023 are current or former officers or employees of the Company or has had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K.

Compensation Tables

2023 Summary Compensation Table

The following table sets forth the total compensation awarded to, earned by and paid during the fiscal years indicated for each of our NEOs:

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(1) All dollar amounts for salary and non-equityincentive plan information in this table that were paid in NOK, were converted to U.S. dollars for the purpose of this disclosure using the average exchange ratio of 0.0948 for 2023, 0.1044 for 2022, and 0.1164 for 2021. No annual non-equityincentives were paid to the NEOs for 2023.

(2) Aggregate grant date fair value of share-basedawards is computed in accordance with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 718. We used a lattice option pricing model for certain stock options granted with a strike price above the grant date price and market-basedawards, and we used a Black-Scholes-Mertonoption pricing model for all other stock options. For RSUs, the grant date fair value was computed based on the closing market price of our Common Stock on the grant date. The assumptions made in determining the grant date fair value of options under applicable accounting guidance are disclosed in Note 12 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-Kfor the year ended December 31, 2023.

(3) The following table contains a breakdown of the compensation and benefits included under All Other Compensation for 2023 in the Summary Compensation table above.

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(a) The amounts reflect contributions to the employee's Norwegian defined contribution pension plan.

(b) The amounts reflect contractual severance payments that were earned in 2023 and are to be paid in 2024.

(c) The amounts reflect life and health insurance benefits.

(d) Mr. Steen received $64,282 for reimbursable costs and tax advisors related to his relocation from Germany to Norway. Mr. Brown received $56,077 for tax equalization treatment and tax preparation fees related to international jurisdictions. Mr. Brown and Mr. Bezdek each received $25,000 as per their employment agreements, which is payable until the Company implements a U.S. 401(k) plan and a health plan that meet agreed requirements. Mr. Jensen received consulting payments of $130,645 and director compensation of $36,141.

(4) Mr. Steen joined FREYR in August 2023.

(5) Mr. Brown joined FREYR in April 2022.

(6) Mr. Bezdek joined FREYR in January 2023. He previously served as a non-employeedirector.

(7) Mr. Bentzen joined FREYR in August 2022.

(8) Salary and bonus for Mr. Jensen through July 9, 2021 includes 100% of the compensation and bonus payments paid to EDGE Global in exchange for consulting services pursuant to an agreement between EDGE Global and FREYR Legacy. Mr. Jensen and Mr. Matrai are co-ownersof EDGE Global, and the above amount may not reflect the actual compensation for this work ultimately provided to Mr. Jensen.

(9) On July 13, 2021, Mr. Jensen was granted 850,000 stock options, which had a total grant date fair value of $3,153,500. The options were subject to the achievement of nine milestones related to Mr. Jensen's performance as CEO, with each milestone related to 1/9thof the total award amount. Compensation cost is recognized to the extent achievement of the performance criteria is considered probable. In 2022, one of the nine milestones related to 94,000 stock options was deemed achieved by the Board. In August 2023, Mr. Jensen transitioned from the position of CEO to the Executive Chair of the Board and, in connection with this transition, the Board determined that the milestones were no longer applicable. The Board therefore assessed progress in respect of the remaining eight milestones at the time of the transition and awarded full or pro-rataachievement for a portion of the outstanding stock options, based on Mr. Jensen's performance as CEO prior to his transition to Executive Chair of the Board, and which reflected adjustments to certain of the performance criteria. In 2023, milestones related to 567,000 stock options were deemed achieved by the Board. The remaining stock options were forfeited as the required performance conditions were not met. Option awards in 2022 and 2023 are related to the achievement of these milestones, which were deemed probable in the same years as they were deemed achieved by the Board of Directors. See the "Grants of Plan-BasedAwards Table" below for information on the incremental fair value related to the treatment of Mr. Jensen's options.

(10) Mr. Haugan ceased serving as our Chief Operating Officer in November 2023 and departed from the Company in February 2024.

(11) Ms. Ljunquist ceased serving as our EVP Operations in November 2023 and departed from the Company in December 2023.

Agreements with NEOs

Employment Agreement with Birger Steen

We entered into an employment agreement with Mr. Steen to serve as our CEO in August 2023. Mr. Steen's annual salary as of December 31, 2023 was NOK 7.0 million and he is eligible to participate in the group bonus scheme with a target bonus of 100% base salary and receive awards under the 2021 Equity Plan. In the first three years of service, Mr. Steen is eligible to receive a fixed number of NQSOs. For 2024 and 2025, this is set at 600,000 NQSOs. Upon termination, except for certain instances of termination for cause, Mr. Steen is entitled to a severance payment equal to 12 months of salary payments paid on a monthly basis.

Employment Agreement with Oscar K. Brown

We entered into an employment agreement with Mr. Brown to serve as our Chief Financial Officer in May 2022. Mr. Brown's annual salary as of December 31, 2023 was $600,000 and he is eligible to participate in the group bonus scheme with a target bonus potential of 100% base salary. In the first three years of service, Mr. Brown is eligible to receive a fixed number of NQSOs and RSUs. For 2024, this is set at 300,000 NQSOs and a grant of RSUs with a fair market value of $600,000. Upon termination, except for certain instances of termination for cause, Mr. Brown is entitled to a severance payment equal to 12 months of salary to be paid on a monthly basis and to reimbursement of COBRA premiums for a period of six months following the date of termination.

Employment Agreement with Jeremy Bezdek

We entered into an employment agreement with Mr. Bezdek to serve as our EVP Corporate Development and President of FREYR Battery US in December 2022. Mr. Bezdek's annual salary as of December 31, 2023 was $500,000 and he is eligible to participate in the group bonus scheme with a target bonus potential of 75% base salary. In the first three years of service, Mr. Bezdek is eligible to receive a grant of 200,000 NQSOs per annum and a grant of RSUs with a fair market value of $250,000 per annum. Upon termination, except for certain instances of termination for cause, Mr. Bezdek is entitled to a severance payment equal to 12 months of salary to be paid over a six-monthperiod.

Employment Agreement with Andreas Bentzen

We entered into an employment agreement with Mr. Bentzen to serve as our EVP Technology in August 2022. Mr. Bentzen's annual salary as of December 31, 2023 was NOK 3.2 million and he is eligible to participate in the group bonus scheme with a target bonus potential of 50% base salary. Upon termination, except for certain instances of termination for cause, Mr. Bentzen is entitled to a severance payment equal to 18 months of salary to be paid in a lump sum in the month after termination and the acceleration of unvested equity awards on the date of termination.

Employment Agreement with Are L. Brautaset

We entered into an employment agreement with Mr. Brautaset to serve as our Chief Legal Officer in May 2021. Mr. Brautaset's annual salary as of December 31, 2023 was NOK 2.4 million and he is eligible to participate in the group bonus scheme with a target bonus potential of 50% base salary. Upon termination, except for certain instances of termination for cause, Mr. Brautaset is entitled to a severance payment equal to 18 months of salary to be paid in a lump sum in the month after termination and the acceleration of unvested equity awards on the date of termination.

Consulting Agreement with Mr. Jensen

Concurrent with Mr. Jensen stepping down from the CEO position, in August 2024 we entered into an agreement with Mr. Jensen (the "Jensen Consulting Agreement") related to the provision of transitional and other services by Mr. Jensen. The Jensen Consulting Agreement has a term of one year. The Jensen Consulting Agreement provides for an annual consulting fee of $360,000 and the grant of 250,000 non-qualifiedstock options with a market condition to purchase Common Stock of the Company. Additionally, a bonus of approximately NOK 5.95 million contingent upon the achievement of a key performance indicator was not met by the performance date of December 31, 2023. The Jensen Consulting Agreement contains customary confidentiality, non-competition, non-solicitation, and intellectual property assignment provisions. Mr. Jensen is expected to be engaged for the majority of his working time in the provision of services in accordance with the Jensen Consulting Agreement.

Non-competition Payments

We have a non-competitionclause in the employment agreement with Mr. Steen that extends for up to two years following the termination of his employment with us. Under this agreement, after Mr. Steen's employment, we may make monthly payments to the executive during the non-competitionperiod in an amount equal to one-twelfthof his then current annual salary. FREYR may decide to waive the covenant not to compete. If the covenant is waived, we will not be required to make the payments described above for the period(s) that the waiver is in affect.

We have non-competitionclauses in the employment agreements with each of the other NEOs on generally the same terms as Mr. Steen, except that the non-competitionperiod is six months. We may unilaterally waive the covenant in all cases, and the monthly payments are one-twelfthof the NEO's then current annual salary. Payments would commence on termination unless waived.

Other Agreements

In connection with the separations of Mr. Haugan and Ms. Ljungquist, the Company entered into separation agreements with each of these executives. For a description of their termination agreements, please see the section titled "Executive Transitions - Terminations of Mr. Haugan and Ms. Ljungquist" in the CD&A.

Grants of Plan-Based Awards

The following table sets forth information concerning the grants of plan-basedawards to the Company's NEOs during the year ended December 31, 2023.

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(1) Each grant was approved by our Compensation Committee and was awarded on the grant date indicated.

(2) The amounts reported represent the threshold, target and maximum amounts of potential cash payouts under our annual STIP. No annual non-equityincentives were paid to the NEOs for 2023.

(3) Shows the number of cash settled RSUs granted in 2023 to our NEOs. The RSUs vest ratably in three equal annual installments, beginning one year from the date of grant, subject to the NEO's continued service to us through the applicable vesting date.

(4) Shows the number of shares subject to NQSOs granted in 2023 to our NEOs. Mr. Jensen's NQSOs include a market condition which requires the share price of the Company's Common Stock to be $14 or higher for a consecutive period of 10 trading days during the period from August 10, 2023 to August 20, 2024. Any stock options for which the market condition is satisfied will vest on August 21, 2024. The other NEOs' NQSOs vest and become exercisable ratably in three equal annual installments, beginning one year from the date of grant, subject to the NEOs' continued service to us through the applicable vesting date.

(5) Shows the per share exercise price for the NQSOs granted.

(6) Represents the aggregate grant date fair value of the RSUs and NQSOs computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-basedvesting. For additional information on the valuation assumptions with respect to option awards, refer to Note 12 of the Company's consolidated financial statements in our Annual Report on Form 10-Kfor the year ended December 31, 2023. These amounts reflect the Company's total accounting expense for these awards and do not correspond to the actual value that may be realized by our NEOs.

(7) In August 2023, Mr. Jensen resigned from his role as CEO and transitioned to the role of Executive Chair and consultant. Mr. Jensen was entitled to a non-equityincentive plan in his former position as CEO and as a consultant. No incentives were paid for these roles in 2023.

(8) This amount reflects the incremental fair value related to the modification of Mr. Jensen's options in connection with his termination of employment, calculated in accordance with FASB ASC Topic 718. For further information regarding the modification of Mr. Jensen's options, please see the section titled "Assessment of Performance Achievement for 2021 Performance-BasedOption Award to Former CEO" in the CD&A.

Outstanding Equity Awards at Year End

The following table provides information on the holdings of stock and option awards by our NEOs as of December 31, 2023. There were no other stock or option awards held by our NEOs as of December 31, 2023. For additional information about the awards, see the description of equity incentive compensation in the CD&A.

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(1) Stock options generally become exercisable in three equal installments on each of the first three anniversaries of the grant date.

(2) Reflects RSUs that vest as described in the table below:

(3) These warrants are held by EDGE Global. Mr. Jensen and Mr. Matrai are co-ownersof EDGE Global, and the above amount may not reflect the actual shares ultimately provided to Mr. Jensen. Each of Mr. Matrai and Mr. Jensen disclaims beneficial ownership of the shares held by EDGE Global except to the extent of his pecuniary interest therein.

(4) On July 13, 2021, Mr. Jensen was granted 850,000 stock options, which had a total grant date fair value of $3,153,500. The options were subject to the achievement of nine milestones related to Mr. Jensen's performance as CEO, with each milestone related to 1/9thof the total award amount. Compensation cost is recognized to the extent achievement of the performance criteria is considered probable. In 2022, one of the nine milestones related to 94,000 stock options was deemed achieved by the Board. In August 2023, Mr. Jensen transitioned from the position of CEO to the Executive Chair of the Board and, in connection with this transition, the Board determined that the milestones were no longer applicable. The Board therefore assessed progress in respect of the remaining eight milestones at the time of the transition and awarded full or pro-rataachievement for a portion of the outstanding stock options, based on Mr. Jensen's performance as CEO prior to his transition to Executive Chair of the Board, and which reflected adjustments to certain of the performance criteria. In 2023, milestones related to 567,000 stock options were deemed achieved by the Board. The remaining stock options were forfeited as the required performance conditions were not met. Option awards in 2022 and 2023 are related to the achievement of these milestones, which were deemed probable in the same years as they were deemed achieved by the Board.

(5) The stock options include a market condition which requires the share price of the Company's Common Stock to be $14 or higher for a consecutive period of 10 trading days during the period from August 10, 2023 to August 20, 2024. Any stock options for which the market condition is satisfied will vest on August 21, 2024.

(6) The expiration dates of these awards have been accelerated in accordance with their termination provisions based on Mr. Haugen's termination date of February 29, 2024 and Ms. Ljungquist's termination date of December 31, 2023.

Stock Vested

There were no stock options exercised by our NEOs during the year ended December 31, 2023.

Mr. Brown's RSUs are cash settled, in accordance with his employment contract.

Potential Payments Upon Termination or Change in Control

We have entered into employment agreements with each of our NEOs. The employment agreements provide that our NEOs will be eligible for severance benefits following an involuntary termination of employment, whether or not in connection with a change in control. For a more detailed description of the NEO employment agreements, including restrictive covenants, see sections titled "Agreements with NEOs" and "Executive Transitions - Terminations of Mr. Haugan and Ms. Ljungquist" in this proxy statement. Mr. Jensen did not receive any severance in connection with his termination as CEO and appointment of as non-employeeExecutive Chair. For a description of Mr. Jensen's consulting agreement, please see the section titled "Agreements with NEOs" below the 2023 Summary Compensation Table.

The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment, assuming such NEO's termination of employment occurred on December 31, 2023 and where relevant, that a change of control occurred on December 31, 2023, except for Mr. Haugan and Ms. Ljungquist as their amounts reflect the actual severance they received on the date their employment was terminated.

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(1) Calculation of the value that would have been received by the NEOs if accelerated vesting had occurred on December 31, 2023 is based on the closing price of our Common Stock of $1.87 per share.

(2) According to the respective employment agreements, involuntary termination subsequent to a change in control is relevant if it occurs within 12 months of a change of control.

(3) In the event of a termination taking place within 12 months of a change in control, the intrinsic value of all equity awards is settled in cash.

(4) According to the respective employment agreements, involuntary termination would result in the immediate vesting of all outstanding equity awards.

(5) Amounts included in the table above for Mr. Haugan represent the actual severance to be paid to him in connection with his termination agreement, which was signed in November 2023. Payments are to be made in NOK and have been converted to USD using an exchange ratio of 0.0948. According to his agreement all unvested stock options vested on February 29, 2024 and will expire on May 31, 2024.

(6) Amounts included in the table above for Ms. Ljunquist represent the actual severance to be paid to her in connection with her termination agreement, which was signed in November 2023. Payments are to be made in NOK and have been converted to USD using an exchange ratio of 0.0948. According to her agreement all unvested stock options vested on December 31, 2023 and expire on March 31, 2024.

CEO Pay Ratio

Presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee. The ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-Kunder the Exchange Act. SEC rules for identifying the median employee allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

Our median employee compensation as calculated using Summary Compensation Table requirements was $116,651. Mr. Steen's annual total compensation was $3,458,591, which equals the amount reported in the Summary Compensation Table, $1,848,758, plus an additional amount that reflects annualizing of his base salary and annual long-termequity award for 2023 consistent with the applicable SEC guidance. Therefore, our CEO pay ratio is 30 to 1.

We identified the median employee using our employee population on December 31, 2023 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis).

This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Neither the Compensation Committee nor management of the Company used the CEO pay patio measure in making compensation decisions.

Pay Versus Performance

Pursuant to Section 953(a) of the Dodd-FrankAct and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive "compensation actually paid" (or "CAP") to the Company's principal executive officer ("PEO") and non-PEONEOs and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our CD&A. As of 2023, we do not use any other financial performance measure to link CAP to the CEO and our other NEOs to the Company's performance.

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(1) PEO 1 refers to Birger Steen, our current PEO, and PEO 2 refers to Tom Einar Jensen. Amounts represent CAP to our CEO(s) and the average CAP to our remaining NEOs for the relevant year, as determined under SEC rules and described below, which includes the following individuals for each year:

(2) SEC rules require certain adjustments be made to the Summary Compensation Table ("SCT") totals to determine CAP as reported in the Pay versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO as realized income, but rather is a value calculated under applicable SEC rules. In general, CAP is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date. The unvested equity values are computed in accordance with the methodology used for financial reporting purposes. The following table details these adjustments. The Company offers neither a defined benefit pension plan nor dividends, so no adjustment for those items is included in the table below.

(3) TSR is determined based on the end of the year value of $100 invested for the period from July 8, 2021 (the first date our stock began trading on the NYSE) through the end of the listed fiscal year. Peer group companies that began trading after July 8, 2021 were added to the peer group in the subsequent year of its listing. The peer group TSR is the 17 company peer group identified in the CD&A.

(4) The amounts in this column represent the Company's disclosed net loss for each reported year.

Relationships Between CAP and Performance

The following graphical depictions demonstrate the relationship between NEO CAP versus our TSR, CEO CAP versus our Net Income (Loss), and our TSR versus the TSR of our identified peer group, for the periods covered in the Pay Versus Performance table.

CAP Versus TSR

CAP Versus Net Income (Loss)

PROPOSAL 3 - ADVISORY VOTE ON THE COMPENSATION OF OUR NEOS

In accordance with Section 14A of the Exchange Act and the related SEC rules, we are asking our stockholders to vote at the Annual Meeting to approve, on an advisory basis, the compensation of our NEOs as disclosed in this proxy statement.

As discussed in detail under "Compensation Discussion & Analysis," our executive compensation program is a vital tool to attract and retain top talent and ensure that our corporate goals are being met successfully and is designed to provide market competitive compensation and benefit levels that will attract, retain, motivate and reward a talented team of executive officers; integrate pay with the Company's annual and long-termperformance goals; encourage behaviors that are in the best interests of our customers, stockholders and the goals of the organization, and reinforce our culture.

Our executive compensation program is structured within a strong framework of compensation governance with a bias toward compensation that is dependent on long-termcompany performance and balanced to mitigate risks appropriately.

We are asking our stockholders to indicate their support for our NEO compensation as described in this proxy statement. Accordingly, we are asking our stockholders to vote on an advisory basis "FOR" the following non-bindingresolution:

"RESOLVED, that the compensation of the Company's NEOs, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion & Analysis, compensation tables and narrative discussion, is hereby approved."

Required Vote

The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to all compensation relating to the Company's NEOs, as described in this proxy statement. The vote is advisory and is not binding on the Company, the Board or the Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Company, the Board or the Compensation Committee. However, the Board and the Compensation Committee value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions and policies regarding the Company's executive officers.

The affirmative vote of the holders of a majority of the total number of votes of the Company's Common Stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the proposal is required to approve, on an advisory basis, the compensation of our NEOs.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE COMPENSATION OF OUR NEOS.

PROPOSAL 4 - ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE
COMPENSATION OF OUR NEOS

In accordance with Section 14A of the Exchange Act and the related SEC rules, we are seeking an advisory vote from our stockholders on how often we should hold an advisory vote to approve our NEO compensation, as described in proposal 3. You may vote for every one, two, or three years, or you may abstain from voting.

After considering the benefits and consequences of each alternative, the Board recommends that the advisory vote on the compensation of our NEOs be submitted every year. In formulating its recommendation, the Board considered that an annual advisory vote on executive compensation would allow our stockholders to provide us with their direct, timely input on our executive compensation program as disclosed in the proxy statement every year. An annual vote is therefore consistent with the Company's efforts to engage our stockholders on executive compensation and corporate governance matters.

Required Vote

Although the Board believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preference, on an advisory basis, as to whether non-bindingfuture stockholder advisory votes on the compensation of our NEOs should be held every year, two years, or three years.

The Board and the Compensation Committee value the opinions of our stockholders in this matter and, to the extent there is any significant vote in favor of one time period over another, will take into account the outcome of this vote when making future decisions regarding the frequency of holding future stockholder advisory votes on the compensation of our NEOs. However, because this is an advisory vote and therefore not binding on the Board, the Compensation Committee or the Company, the Board may decide that it is in the best interests of our stockholders that we hold an advisory vote on the compensation of our NEOs more or less frequently than the option preferred by our stockholders. The results of the vote will not be construed to create or imply any change or addition to the fiduciary duties of the Board.

The alternative among one year, two years, or three years that receives the highest number of votes cast will be deemed to be the frequency preferred by our stockholders. It is expected that the next advisory vote on the frequency for holding an advisory vote to approve our NEO compensation will occur at the 2030 annual meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR "ONE YEAR" AS THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE
COMPENSATION OF OUR NEOS.

PROPOSAL 5 - APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE FREYR BATTERY 2021 EQUITY INCENTIVE PLAN

On April 22, 2024, the Board approved, subject to stockholder approval at the Annual Meeting, the amendment and restatement of the 2021 Equity Plan to, among other things, increase the share reserve (the number of shares authorized for issuance) under the 2021 Equity Plan. If the stockholders approve amending and restating the 2021 Equity Plan, the Amended Plan will replace the current version of the 2021 Equity Plan and become effective upon the date of the Annual Meeting.

Purpose of Share Reserve Increase

As of the Record Date, a total of 1,525,043 shares remained available for future grants under the 2021 Equity Plan. We believe that the current share reserve amount is insufficient to meet our future needs with respect to attracting, motivating and retaining key executives, employees and non-employeedirectors in a competitive market for talent and aligning the interests of employees and non-employeedirectors with the interests of our stockholders. We consider the 2021 Equity Plan to be a vital element of our employee compensation program and believe that the continued ability to grant stock awards at competitive levels is in the best interest of the Company and our stockholders. Based on our expected future share usage, we estimate that the addition of 9,900,000 shares will provide us with a sufficient reserve for the next year of grants of stock awards. As of the Record Date, 23,474,957 stock awards were outstanding under the 2021 Equity Plan, all issued as stock options and RSUs. Upon stockholders' approval of the Amended Plan, the number of shares authorized for issuance under the Amended Plan will be increased by 9,900,000 shares, which will increase the total number of shares authorized for issuance pursuant to the Amended Plan from 25,000,000 to 34,900,000.

Our Historical Equity Compensation Usage

As of the Record Date, there were:

Summary of Material Changes Being Made to the Current 2021 Equity Plan

The Amended Plan will make the following material changes to the 2021 Equity Plan:

Key Highlights of the 2021 Equity Plan

We have designed the Amended Plan to include a number of provisions that we believe promote best practices by reinforcing the alignment between equity compensation arrangements for non-employeedirectors, officers, employees and other service providers and stockholders' interests. These provisions include, but are not limited to, the following:

Summary of the Amended Plan

The following provides a summary of the material features of the Amended Plan. This summary does not purport to be a complete description of all of the provisions of the Amended Plan and is qualified in its entirety by the draft of the Amended Plan attached as Appendix A.

goals applicable to a participant with respect to an equity award to take into account changes in applicable laws or in accounting or tax rules, or such other extraordinary events or circumstances, (xi) allow participants to satisfy tax withholding obligations in such manner as prescribed in the Amended Plan, (xii) authorize any person to execute on our behalf any instrument required to effect the grant of an equity award previously granted by the Plan Administrator, (xiii) allow a participant to defer the receipt of the payment of cash or the delivery of shares that would otherwise be due to such participant under an equity award, and (xiv) make all other determinations deemed necessary or advisable for administering the Amended Plan.

However, to the extent permitted by applicable law and listing requirements, the Board or a committee thereof may delegate to one or more of our directors or officers who may be (but are not required to be) insiders subject to Section 16 of the Exchange Act ("Insiders"), the authority to (i) designate employees who are not Insiders to be recipients of equity awards and determine the number of shares subject to equity awards granted to such designated employees, subject to certain restrictions that are set forth in the Amended Plan and (ii) take any and all actions on behalf of the Board or a committee thereof other than any actions that affect the amount or form of compensation of Insiders or have material tax, accounting, financial, human resource or legal consequences to us or our affiliates.

as may be provided in the equity award agreement. Moreover, in the case of an incentive stock option granted to a participant who owns stock representing more than 10% of the total combined voting power of all classes of our stock or the stock of any of our affiliates, the term of the incentive stock option will be five years from the date of grant or such shorter term as may be provided in the equity award agreement.

The per share exercise price for the shares to be issued pursuant to the exercise of a stock option will be determined by the Plan Administrator, subject to the following: in the case of an incentive stock option (i) granted to an employee who, at the time the incentive stock option is granted, owns stock representing more than 10% of the voting power of all classes of our stock or the stock of any of our affiliates, the per share exercise price will be no less than 110% of the fair market value per share on the date of grant and (ii) granted to any other employee, the per share exercise price will be no less than 100% of the fair market value per share on the date of grant. In the case of a NQSO, the per share exercise price will be no less than 100% of the fair market value per share on the date of grant. Notwithstanding the foregoing, stock options may be granted with a per share exercise price of less than 100% of the fair market value per share on the date of grant as determined by the Plan Administrator.

At the time a stock option is granted, the Plan Administrator will fix the period within which the stock option may be exercised and will determine any conditions that must be satisfied before the stock option may vest or be exercised. The Plan Administrator will also determine the acceptable form of consideration for exercising a stock option, including the method of payment. In the case of an incentive stock option, the Plan Administrator will determine the acceptable form of consideration at the time of grant.

If a participant ceases to be a service provider other than for "cause" (as defined in the Amended Plan), the participant may exercise his or her stock option within such period of time as is specified in the equity award agreement to the extent that the stock option is vested on the date of termination (but in no event later than the expiration of the term of such stock option). In the absence of a specified time in the equity award agreement, to the extent vested as of a participant's termination, the stock option will remain exercisable for 12 months following a termination for death or disability, and three months following a termination for any other reason. Any outstanding stock option (including any vested portion thereof) held by a participant will immediately terminate in its entirety upon the participant being first notified of his or her termination for cause and the participant will be prohibited from exercising his or her stock option from and after the date of such notification.

Clawback/Recovery. The Plan Administrator may specify in an equity award agreement that the participant's rights, payments, and/or benefits with respect to an equity award will be subject to reduction, cancellation, forfeiture, and/or recoupment upon the occurrence of certain specified events, in addition to any applicable vesting, performance or other conditions and restrictions of an equity award. Notwithstanding any provisions to the contrary under the Amended Plan, an equity award granted under the Amended Plan will be subject to any clawback policy as may be established and/or amended from time to time by us. The Plan Administrator may require a participant to forfeit or return to and/or reimburse us for all or a portion of the equity award and/or shares issued under the equity award, any amounts paid under the equity award, and any payments or proceeds paid or provided upon disposition of the shares issued under the equity award, pursuant to the terms of such company policy or as necessary or appropriate to comply with applicable laws.

Federal Tax Consequences to Participants as a Result of Receiving an Award under the Amended Plan

The following paragraphs are a summary of the general federal income tax consequences to U.S. taxpayers resulting from awards granted under the Amended Plan based on federal income tax laws in effect on the date of this Proxy Statement.

This summary is not intended to be exhaustive and does not address all matters that may be relevant to a particular participant based on his or her specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Code Section 409A), or other tax laws other than federal income tax law. The following is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Because individual circumstances may vary, the Company advises all participants to consult their own tax advisors concerning the tax implications of awards granted under the Amended Plan.

New Plan Benefits

Pursuant to SEC rules, the following table sets forth the benefits or amounts that will be received by or allocated to each of the following individuals or groups under the Amended and Restated 2021 Equity Incentive Plan to the extent determinable:

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(1) As discussed in the CD&A, certain of our executive officers are entitled to a fixed number of equity awards for the first three years of their service, as provided for in their respective employment agreements. Specifically, Mr. Steen is entitled to receive 600,000 stock options for each of 2024 and 2025; Mr. Brown is entitled to receive 300,000 stock options and RSUs with a grant date value of $600,000 for 2024; Mr. Bezdek is entitled to receive 200,000 stock options and RSUs with a grant date value of $250,000 for each of 2024 and 2025; and Mr. Bentzen is entitled to receive a grant of stock options with a face value equal to 150% of his base salary for each of 2024 and 2025. In addition, Mr. Dahm-Simonsen, who is an executive officer, but not a NEO, is entitled to receive a grant of stock options with a face value equal to 125% of his base salary for each of 2024 and 2025.

Existing Plan Benefits

The outstanding aggregate number of shares subject to stock options and RSUs under the 2021 Equity Plan since its inception through the Record Date, is set forth in the table below. The closing price of a share of our Common Stock on April 24, 2024 was $1.55.